Transformers: Nemesis Wolf
by WolfPrime567
Summary: When Blackwolf has big plans for Arcee on Christmas, Smokescreen is attacked AND HE'S BLAMED! Now he's on the run to save his sparkmate and to find the truth. P.S please review my stories, opinions are appreciated. Rated M just to be safe.
1. Chapter 1

**AN: Im already back! is that a good thing or bad? I don't know, but anyway I noticed that the chapters in almost all my stories were short, so I tried to aim for a story with longer chapters, so I hope you guys like it! Disclaimer: I own nothing except Blackwolf. P.S: please review and give me your opinions, enjoy!**

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 **The Decepticons were defeated and driven into hiding, Optimus defeated Trypticon at the cost of his own life. Blackwolf and Arcee are finally sparkmates, bonded together, for the rest of their lives and beyond. Three months have passed and the world is still recovering from the invasion, cities were being repaired, the people who were lost in the fire of destruction were mourned, and the secret was revealed to the world, there were transforming aliens living amongst humankind, hiding in plain sight. Though some people of the world didn't like the sound of it, they did save Earth from destruction, all of Earth was in the Autobot faction's debt. Jasper was being knocked down and rebuilt, tall cranes stood, construction workers were everywhere, the government had to hire a LOT of workers to get the refugees of Jasper their lives back, Agent Fowler had told them it was how they could repay their debt, help EVERY SINGLE human who had lost their homes in the chaos of war. Though the weather was cold, it was not freezing like other places, the progress was not halted by the cold. Christmas was approaching and the humans were trying to explain to the bots' what Christmas is, but only Ratchet (typical) disagreed with the human holiday. But they were caught by surprise by what occurred next.**

 **(The Afternoon, Halfway to the Outskirts of Nevada)**

Smokescreen drove along the desert road, focused on his destination. He was deep in thought, unaware of his surroundings, just when he was knocked back to reality when "CRASH" he was completely blind-sided by another vehicle. he span out of control until he finally regained himself and looked to see who had rammed into him. He was taken by surprise when he saw a familiar black saburban approaching him at ramming speed.

He increased his sight to see on the grill engraving was a VERY worn and scratched up Autobot insignia upon it.

"Blackwolf!?"

 **(Several hours earlier, The Humboldt- Toiyabe National Forest, Nevada)**

Smokescreen and Grimlock stood in the forest, walking as if they were looking for something. Smokescreen was so unaware to notice that Grimlock was no longer following him, seconds later he heard something come crashing down, he flipped around to see Grimlock holding a VERY large pine tree. "Me think this one look good." Grimlock grunted as he hoisted it upon his shoulder, Smokescreen shook his head and lightly chuckled.

He opened his comm device to base, "Ratchet, we found it, send us the bridge." he finished. Almost immediately, the green vortex opened, he let Grimlock go through first and followed after, moments later the portal closed behind, without a trace.

 **(Omega Three, Nevada)**

Even though Omega Two was destroyed, the government rebuilt the base, in a more hidden location, but still built inside a mountain. On the inside, it was huge, a lot larger than both Omega One and Two combined, mainly due to the fact they now had to house a huge dinobot. The humans stood in their new living area, much larger and more comfortable with a small table to eat at (if needed), a couch with a T.V setup built in front of it with a new gaming console for the kids, a fridge for snacks and drinks, three beds for each human if they were sleeping at base and now even a small landing pad for Jack to equip or remove his suit when needed.

The three humans stood above Bulkhead, Bumblebee, Arcee, and Blackwolf, trying to explain to them Christmas. "Okay so ignore Miko's version of Christmas, it's not all about getting presents from your family." he looked to the young Japanese girl as she stuck her tongue out at him. "No, Christmas is a time where families come together to celebrate the birth of Jesus, it's mainly a christian belief but people who don't share those beliefs can even celebrate it just so their families can come together, like how we do, but over time this wasn't a respected fact about Christmas any more, instead it only seems to be about waking up in the mornings to receive gifts from a mythical figure known as, Santa Claus." he explained, seeing Miko's bored reaction, Raf already knew this information, but their Autobot audience looked fascinated with it.

"Interesting, kinda reminds me of Cybertron during the golden age, whenever we'd praise Primus for giving our kind life...before the Decepticons strayed away from Primus, only worshiping Megatron and those that led before him." Blackwolf commented, sighing sadly, remembering how their race was once the great seat of a golden empire. Arcee patted his back and looked lovingly to him, he reached over and took the hand she held on his back into his light grasp. Miko saw the two's public display of affection and fake gagged before Bulkhead shot her a glare saying "You're too old to still be doing that" she quickly stopped and walked back over to the couch.

"So what do you guys think of Christmas, I hope you guys understand a LOT better than how Halloween went." he grimaced, remembering having to explain them that holiday. They all nodded in confirmation that he explained well.

"Sounds interesting Jack, but I have two questions." Bumblebee stated, having done studying about one of his questions and wondering about one of the things Jack mentioned.

"Ask away Bee!" he informed, happy they were that interested that they were asking questions.

"Okay so first, why are presents handed out?" the scout asked the human. Jack tried to remember that part of the holiday but couldn't place his finger on it until Raf looked up from his laptop and spoke up.

"The three gifts that "Santa Claus" supposedly brings us are to remind us of the gifts given to Jesus by the three Wise Men." He finished, closing his laptop, Jack sighed in relief that his friend made that save. Bumblebee looked content with that answer.

"How'd you know that Raf?" he asked, Raf just shrugged.

"Well, I'm a big believer in Jesus." the younger boy answered, walking to the couch to play games with Miko.

"Okay my next question, I studied some Christmas traditions and saw a picture of a human man and woman kissing under some hanging plant, what's that supposed to mean?" he asked, Jack slightly blushed, knowing he was talking about being under a mistletoe.

"Uhhh, okay, that's an original question," he rubbed the growing mustache and beard he had for a few seconds trying to find a way to explain it to the adorable scout.

"Alright, the dangling plant is called a mistletoe, the reason the man and woman kiss under it is because the mistletoe in Norse mythology is a sign of love and friendship, couples usually kiss under one on Christmas to celebrate their love for each other." he explained, this however caught Arcee's attention as well, she slightly looked to her sparkmate who was listening contently to the human and grinned at the new plan she had for Christmas when it came.

Their talking was cut off when the groundbridge opened, in walked Grimlock holding a Huge tree, Smokescreen came through in tow, Grimlock quickly found an empty enough corner and stood the tree up, balancing it before it fell. Bulkhead quickly walked to one of their tool shelves and grabbed what looked like the base of a satellite dish, once he got to the tree he measured the round length and adjusted the base he held, once it finished adjusting he signaled Grimlock to lift the tree up, he placed it down under where it sat a moment ago, Grimlock lowered it, bumping around the edges until it went through, once it was set down, Bulkhead tightened it and raised up four rods on each corner as stabilizers to keep the tree from tipping over. Grimlock released it and smacked his palms together as if dusting them off, seeing his strength's handiwork.

Miko looked over and saw the large tree, it may have been really tall, but Grimlock still stood taller that it. Miko stod in aw, she excitedly slid down the ladder and sprinted over. She ran past the donobot's huge pedes and stood in front of the tall pine. Bulkhead knelt down and offered her his palm which she of course took, standing on his hand as he raised her to his shoulder. "Aw man Bulk, this Christmas is gonna rock!" she said excitedly, hugging his helm. He smiled warmly at his human ally.

"I don't see the purpose of cutting down a tree and decorating it just for this holiday." Ratchet commented, having been there the whole time with Optimus at his side at the command terminal working, as usual.

"Well Ratchet, the tree is a symbol called the "the tree of life", a symbol to remind us of the supreme gift God gave to us." Jack explained to the medic, Ratchet only huffed, still not understanding it.

"What gift he give to humanity?" Grimlock asked, Jack was surprised that Grimlock was listening to him, he was glad that EVEN Grimlock was respecting the holiday unlike Ratchet.

"He sent his only son, Jesus to save our world." He explained to the friendly titan. Grimlock seemed to think about that for a moment before seeming content with that answer and turning back to their work on the tree. Bulkhead had three large boxes from Jack, Miko and Raf full of large, round, red, green, and silver ornaments. Bulkhead started raising Miko up to hang an ornament then lowered her to grab another, Bumblebee grabbed Raf and began to do the same, but Jack knew Arcee wasn't tall enough so he equipped his suit and activated it's thrusters and began flying down to grab an ornament and flying up to hang it.

It was going to be an Autobot Christmas.

 **(Unknown location, Nevada)**

Almost a dozen masked soldiers jogged through the tunnel leading to their main laboratory, there standing on the control platform was none other than Silas, standing next to him was Airachnid keeping her sly smirk. In front of them was their own mech, built from old vehicon and Autobot vanguard parts from the battle of Chicago.

But it looked different, it didn't look like a bunch of random parts thrown together into one being. No, it looked as if it all fit together, as if they all came from the same Cybertronian. This was possible because of Airachnid's tricks with reshaping Cybertronian metal. "It's almost ready, once we get the head finished." Silas informed the assassin, she now grinned wickedly.

"Good, now we can destroy the Autobots' together." she said calmly, he grinned as a light appeared above their reshaping changer, out came the head, raised up by a metal arm, placed upon the lifeless body and finally connected it into place, the optics of the mech lighting up orange. The shape of the being had now come together to make a VERY familiar Autobot.

"Nemesis Wolf." he thought aloud, looking at the perfect look a like of Blackwolf, except the paint was just made solid jet black, the faceplate, servos and the bottoms of it's pedes were gray, and the built in glowing Autobot logo on his chest was a dull orange like it's optics.

"What a nice gift, I wish I knew about his build sooner, it looks much more superior to Nemesis Prime's, it contains the same amount of agility, slightly more speed, but it's strength outmatches even Optimus Prime's" he explained to the spider, she looked upon it, remembering how we had beaten her in their first encounter, after that she promised herself she would NOT make the same mistake.

Suddenly an alarm started blaring, red lights blinking, an automated female voice sounded, **"WARNING N.B.E ACTIVITY DETECTED"** it finished, Silas walked over to his terminal and opened a holo-map of Nevada, and there appeared an Autobot insignia icon, deep in a canyon valley, and another one appeared on the map closer to Jasper, but heading in the direction of the other one's location.

"The one in the canyon is...Blackwolf? Oh this is too good, we know where he is, I can now slaughter him for making me look like a fool!" she hissed, Silas shook his head which confused her. She then looked to the other icon, it appeared to be Smokescreen.

"Patience Airachnid, While he's out in that valley, his all, errr Smokescreen, has no backup, this should be a perfect time to test Nemesis Wolf, he'll think Blackwolf attacked him and then he'll take the blame once he returns, leaving no challengers in our way of crushing them." he explained his plan, she thought about it for a moment, it was a rather genius plan, take out the only challenger to their mech, then slaughter them all.

Victory may be in their grasp already.


	2. Chapter 2

**(Half an hour earlier: Autobot base, Nevada)**

They had finished hanging the ornaments on the tree, now Bumblebee, Raf, Bulkhead, and Miko were spraying canned snow across the purposely empty round strips along the tree. They couldn't hang lights that big on the tree because it would cost too much to get that many large tree lights.

However, a star was much easier, luckily there were affordable, large tree topper stars. Jack and Arcee left for the town to go get one, or see if they even had any first. Optimus still working on the terminal as he was before, however Ratchet was resting (for once) in his quarters. Grimlock was even training in their new, much larger and more advanced training room. Blackwolf had nothing to do, but he suddenly wondered if he could make something for Arcee, as a gift since "Christmas" was approaching. Primus knows after what he did to her when he was under the virus's control three months ago, he owed her.

But what could he possibly make her?

He thought deeply, trying to find his solution. "A weapon? No, it needs to be special, and how would she really carry it anyway? Clothes are out, any kind of human technology was out. What about Jewelry? No...Wait! JEWELRY! I can make her a piece of jewelry! But where can I find a crystal that size in this little amount of time?! Scrap! I'm never gonna be able to get it done in time, or at all." he laid his helm in his palms, losing hope. He then felt a drop of something wet fall on his helm, he looked up to see there was a small chink in one of the pipes that transfers energon throughout the base, leaking drops of energon.

"Wait a minute!" his mind clicked at seeing the energon. "Of course! There have to be scraps in one of the old mines, YES!" he yelled happily on the inside. He slunk past Optimus who was hard at work doing whatever he does on the terminal whenever he's using it, to the bridge controls, he quickly found the coordinates of one of the old mines and activated it. Finally the groundbridge opened, Optimus didn't look away from the terminal luckily, and the others were busy working on the tree. He quickly set it to deactivate ten seconds after he walked through. He finally dashed through the bridge, not alerting anyone around him.

Except Smokescreen who had been watching him the whole time from behind cover, he saw him run through the vortex and walked over to try and follow through but as soon as he got close, it closed on him. "Scrap, where are you going Blackwolf?" he wondered, opening his holo-map, he saw where his comrade was teleported and decided to go after him, but he'd have to get to him the old fashion way, driving, the groundbridge would alert his presence to Blackwolf.

He quickly transformed into his sports car and zoomed through the tunnel and exited the base at high speeds, the door closing behind him. He then drove off towards the valley his ally was in.

 **(Outskirts of Nevada)**

Blackwolf walked up to the entrance of originally the largest energon mine found in Nevada, the same mine where Cliffjumper was tested on and mutated. He closed his optics, pushing away the fact that his ally died in this mine. He entered the mine, activating his built in headlamp, he also drew one of his swords if it was needed. He proceeded to pull out a small device, it could only be described as an energon detector, he started looking in all directions, trying to get a signal. He turned to his upper right and it started to beep once every five seconds.

He walked closer, and closer, it began beeping one more time than the last five seconds the more he moved. Until he finally reached a wall, a large pile of rubble against it, the detector was beeping like crazy before he deactivated it and put it away. "Please don't be a malfunction in the scanner." he pleaded to himself. He started lifting the huge rocks in the pile, he pushed the smaller rubble away like gravel. He still dug, deeper and deeper, he was getting closer to the ground, losing hope that it was even there.

But just as he was about to give up, he lifted another small boulder and a blue glow emerged from the cracks between the rocks. His optics widened in shock and he began digging through the rocks frantically, until he found it, a shard of energon that survived the blast. He help it in triumph, he could finally make Arcee's gift. He turned tail once he secured it and drove out of the mine, excited to get back and get to work on making his beloved sparkmate's Christmas present.

 **(Twenty minutes earlier: Halfway to the outskirts of Nevada from Omega Three)**

Smokescreen had slowed down, resting his wheels as he drove, but he wasn't stopping until he found out what Blackwolf was up to that he had to do in secret. Little did he notice that far to his right a jet black saburban drove full speed in his direction, he heard the approaching just before it crashed into him, launching him several feet away, he quickly regained himself and looked to see a familiar black saburban moving at deadly speeds towards him.

"BLACKWOLF?!" he yelled in confusion, he transformed, readying his fists, he mentally kicked himself for once not having the phase-shifters. Blackwolf transformed while driving, leaped at him and slammed his fists into Smokescreen's faceplate, sending him on his back, before he even regained himself, he was lifted by his neck off the ground, he grabbed Blackwolf's arm, trying to get him to remove his grip, but to no avail, Blackwolf was too strong for him.

"Blackwolf, GAH! Wh-why are you d-doing this?!" he asked, being choked by his own ally, Blackwolf smirked while holding him, raising his free fist, readying to slam it into the rookie's face. He noticed that his optics were orange too, and he didn't have the golden yellow elite guard accents.

"Lights out!" it responded in a voice, not Blackwolf's voice, but someonelse's voice, he removed his arms and activated his distress signal before Blackwolf's fist collided with his faceplate, it seemed as if everything went dark after that.

 **(Omega Three, Nevada)**

Smokescreen's optics slowly stirred before opening, he felt pain in his helm, he looked to see his surroundings, he was in the med-lab of the base. He sighed with relief that he was alive, he reopened his optics to see all the members of Team Prime surrounding his medical berth. "Good, he's awake, he'll most likely feel pain, so no rushing for answers." He heard Ratchet explain, lightly grinning at the medic's caution.

"I'm fine, just REALLY banged up, what happened?" he asked them, Optimus stood forward, he looked at the rookie in wonder.

"We found you in the middle of the desert, you're lucky you don't have any sand in your gears." he heard the wrecker answer his question. He began to sit up, remembering the attack, and...getting knocked out.

"Who attacked you, Smokescreen?" Bumblebee asked him, he tried to remember, his memory processor still doing somersaults, until he finally remembered.

"Blackwolf…" he looked down, sadness appearing on his face, the crowd gasped except Optimus who's optics only widened.

"This doesn't make any sense...why would he do this, it couldn't be the virus, I gave him a purifying agent, it removed and destroyed the remnants of the virus, for good!" Ratchet exclaimed, trying to put his head around this.

"Wait a minute, Smokescreen, why were you out there anyway?" Bumblebee asked the rookie, he hesitated to tell them about his attempt to spy on Blackwolf and see what he was up to.

"I followed Blackwolf after he left through a groundbridge, he looked as if he didn't want to get noticed, I followed his signal on the map, halfway there, I get slammed off the road by him, but there was something about him that was off, I can't quite remember what though." he explained, still upset that Blackwolf betrayed them.

He slipped off the berth, being cautious about his dazed movements. They all left the med-lab, confused, angry, sad, and worried. They all stood and just waited for the suspect. The minutes seemed like hours before the entrance to the base came alive, opening wide, the sound of a car coming through the tunnel. Blackwolf drove around the corner turn, entering the common area, he came to a stop and began to transform until he formed together.

He was startled when all but Optimus and Ratchet activated their cannons and aimed directly in his direction. "What the frag's going on here?!" he looked flabbergasted, why were they aiming their weapons at him?

"Blackwolf, why did you attack Smokescreen?" Optimus asked him, he looked even more confused at the Prime's question.

"What in Primus's name are you talking about?! I haven't even talked to Smokescreen today!" he answered, looking thoroughly ticked at their accusing question.

"You attacked me in the desert, I was coming to investigate what you were up to, then I get blind-sided by YOU, off the road." Smokescreen explained to the other mech. Blackwolf was now beginning to get tired of them accusing him.

"You're all outta your minds, I didn't even know you were out there Smokescreen!" he spoke in an angry tone. They were now beginning to wonder if he was telling the truth or not.

"Well then what were you doing out there, Blackwolf?" the black and yellow scout asked. Blackwolf didn't answer, he didn't want to reveal what he was going to surprise Arcee with.

"I...I was going to an energon-" the sound of an engine rev inside the tunnel cut his voice, they watched as Arcee entered with Jack upon her back. Jack dismounted her, looking cautious at the crowd's raised blasters. Arcee transformed, gasping at their weapons raised towards Blackwolf.

"What are you idiots' doing?!" she questioned them with anger in her tone, Smokescreen opened his mouth to talk but was cut off when Blackwolf spoke in a loud, angry voice.

"They're blaming me for attacking Smokescreen in the desert! I'm telling you guys that I didn't do it, but one thing's for sure, this is bullscrap!" he gritted his denta and short fangs.

"WHAT?! Are you all outta your minds?! He'd never do such a thing!" she shot them all with a terrifying glare that even slightly intimidated Grimlock.

"Then why he in desert? Smokey left to see what him, Blackwolf up to, halfway there, he get beat up, we find him, and he tells us him, Blackwolf attacked him." the titan challenged him with that question, Blackwolf hesitated, now that Arcee was there, he REALLY didn't want to tell them about his gift he was making for Arcee, and why should he tell them, they were accusing him for a crime he never committed!

"I don't have to explain my private actions to any of you! You're accusing me of hurting one of my family members, what reason would I have to do that?!" he asked them all, hoping that was enough proof to tell them "Frag off!".

"Blackwolf, I am sorry, but unless you can tell us what you were doing out in the desert, we can't decide if you're telling the truth, or if you're lying and you have betrayed us. While I don't wish to do it, we must hold you guilty, you shall be kept in a cell until proven otherwise." Optimus sighed in sadness, not wanting to do this. Arcee was shocked at the Prime's conclusion, she knew Blackwolf was innocent.

Bulkhead and Bumblebee walked towards him cautiously, before they got close he drew his swords out, looking at both of them with anger in his optics. "You're not touching me! This isn't a fair trial!" he exclaimed in a dangerous tone. They both held back, his optics glaring holes through them. He looked closely at Bulkhead who's optics darted to the right and back to him, his optics widened, he turned to see Grimlock had somehow snuck around him, before he could react Grimlock grabbed him, holding him, not letting him break free.

"I am sorry for this Blackwolf..." Optimus looked at the convicted mech, he didn't want to ever have to do this to ANY member of his family, but under these circumstances, he had no choice.

"This isn't right..." Arcee said, feeling tears well up in her optics, she quickly changed and darted out of the base. They all took notice of this, some yelled, some ran to stop her, but she still drove away. She didn't know how, but she was going to prove his innocence, one way or another.


	3. Chapter 3

They could only watch as Arcee's form quickly drove out of the base. Optimus sighed sadly, seeing his family first fallout, it was now only a matter of time before they all divided themselves now. He quickly walked to the cells and looked as Ratchet at that very moment activate the lock to Blackwolf's cell, he was still shocked to see him locked away as a convict.

He walked to the cell, metal bars with energy beams in between each one separated the two. He kept his sad frown, looking at Blackwolf. "Optimus, I swear that I didn't do it, but if this is my fate then let me at least see her before you leave me in here to rot." he requested in a depressed tone.

"Arcee has gone..." the Prime answered his second in command. Blackwolf's face showed a mixture of shock, sadness, and worry.

"Optimus if there's something out there, targeting us when we're alone, then she's not safe! No Autobot is safe! No one in Jasper or Nevada is safe while whatever attacked Smokescreen is still out there!" he exclaimed frantically.

"I'll send Bumblebee to find and retrieve her." Optimus sighed at the solution, knowing Blackwolf wanted her to be safe.

"Optimus, please, I can prove you I'm innocent, let me go after her! For Bumblebee's sake, if Smokescreen didn't stand a chance, send me for his safety!" he pleaded with the Prime.

"Blackwolf, until we can actually prove you're innocent, I cannot let you out, I'll send Bulkhead with him in case he's needed." he turned away from his friend, unable to look at his torn expression. Optimus trusted Blackwolf with his life, yet here he was, in a cell, it didn't feel right, but he had no other choice but this.

Optimus walked away slowly, opening his comm to Bumblebee and Bulkhead, "Bulkhead, Bumblebee, I'm sending you two to find Arcee, search everywhere, she couldn't have gotten clear of Jasper yet." he informed over the comm.

"Yes sir!" they both replied over the comm, closing it, Optimus sighed before he took one last look at Blackwolf and turned away. Bulkhead and Bumblebee began preparing to leave but Bumblebee felt bad about Blackwolf not getting to go.

He turned to his big wrecker friend, "Bulk, the least we can do for Blackwolf is assure him that we'll bring her back safely." he explained, Bulkhead sighed, he was right, Blackwolf was her sparkmate, he deserved to know she'd be safe.

"I'll catch up with you, gotta grab one more thing before we go." he added, Bumblebee turned to the prisoner cell room. He entered and saw the only locked up one and walked over to see Blackwolf from the side, looking neutral as if nothing happened. He tried to think of what to say.

"Uhhhh, Blackwolf?" he asked for the other mech's attention, Blackwolf walked over to the bars to look at him.

"Yes?" he asked.

"Listen, I-uhhh-I'm sorry about all of this, but listen we'll bring her back without a scratch, I promise, it's the least we can do." Bumblebee finished with a sigh, Blackwolf didn't talk for a moment, he only looked away from the scout.

"That's very considerate of you Bumblebee, but I am too sorry." he finished, the young scout looked really confused.

"Sorry for what?" Bumblebee asked him, starting to get intimidated.

"For...THIS!" he yelled as he slammed his fist through the energon bars, colliding with Bumblebee's face, knocking him flat, though it brought great pain to his arm, he was determined to help his sparkmate, he then used his free arm to tear the metal bars connecting the laser beams apart, until enough bars were torn apart that the laser beam field collapsed. He proceeded to tear the rest of the bars down until he could slide out. He however was too late when Bulkhead turned the corner and saw Bumblebee on the ground, and him escaped.

"Wha-? Why you slag-sucker!" he yelled angrily before pressing the alarm to his left, the whole base was on alert, Blackwolf made his dash through the base, running past all the bots' in his way. He ran past Optimus and Ratchet, shoved Smokescreen out of the way and dodged Bulkhead's blasts, he saw Grimlock standing in the way of the door, he didn't stop though, he even ran faster, Grimlock then slashed with his sword, Blackwolf ducked underneath it and slid under, between the giant's legs. He saw the base door closing, he transformed while running, accelerated to his burn rubber speed, aimed directly for the door. It was gonna be close, he barely managed to slip through the large door before it slammed shut.

"Whew...too close. Now, gotta find Arcee" he thought to himself, driving off, hoping to find her before somethnig else did. Before he got far though, he made sure his tracking beacon was turned off and that the energon crystal was secure.

All the Autobots were shocked at how Blackwolf had made his dangerous escape, Smokescreen came to after being knocked to the ground, head first. He rubbed it with his servo, but suddenly he remembered what he forgot after he was attacked by Blackwolf!

"Optimus, I remember what I couldn't after I was attacked!" he yelled excitedly, Optimus stepped forward, helping him up.

"What is it that you remember Smokescreen?" he asked the rookie, they didn't exactly have time on their side.

"His optics and Autobot insignia both glowed dull orange, he didn't have the gray wolf painted on his shoulder, and he was only Jet Black!" he finished, everyone's optics widened.

"Optimus, the only time we saw a mech with orange optics was...Nemesis Prime" Bulkhead realized, his optics widened.

"Silas!" Jack gritted his teeth in anger, still holding a grudge against the leader of MECH.

"If this is true..." Optimus's optics widened in realization.

"Blackwolf is innocent"

"Ratchet, try to find him on the map!" he ordered, happy that his friend was not a traitor.

"Optimus, his tracking beacon's off, I can't find either of them now!" he growled in frustration, hitting the blasted machine. Optimus thought for a moment, he then remembered where the last place they'd suspect MECH to be.

"Silas and MECH must be in the old facility they held when they built the Nemesis Prime." he gave his thought to them, they thought about it.

"But, Optimus, would Silas risk that?" Ratchet asked their leader, Optimus only stood there before he turned to the medic.

"I believe he would, old friend, it's the last place they'd expect us to look!" he explained, Ratchet only nodded in agreement with the Prime as a sign of saying "I hope you're right".

He then turned to Jack who looked confused at the Prime's gaze. "Jack, though I wish it could be avoided, you must go and find Silas, Blackwolf will have a harder time than I did with Silas controlling Nemesis Prime. You won't go in from the front, you'll get him from above, keep him away from his controls as long as possible.' he ordered, Jack could only nod and turned to his armor, the system knowing to automatically latch itself to him.

He now stood in his white and red armor, the red visor covering his face hid his nervous expression from the rest of them. Ratchet found the old coordinates and activated the groundbridge. Jack slid down the ladder, and stood in front of the green vortex.

"Jack, though you may be afraid, know that if your will is strong, without fear, you cannot have courage, equal your fear with will, don't let Silas defeat Blackwolf." he lectured the human, without order, Jack activated drew out his laser rifle and readied himself.

"Hey bud, hit'em hard." Bulkhead attempted to encourage him.

"Me, Grimlock think you crush them!" Grimlock chanted to him. He smiled warmly at his family's faith in him.

He took a deep breath in...and exhaled, before he ran through the groundbridge.


	4. Chapter 4

**(Halfway to the outskirts of Nevada)**

Arcee sped along the road, she was exhausted, she'd used up much of her energy to get this far, that fast, she finally came to a stop, transforming to rest her wheels. She was still torn about seeing her sparkmate get accused of a crime and thrown into a jail cell, but she used that to not stop searching until she found the truth.

It was getting late, the sun was starting to go down, the little warmness in the air was turning cold, she had faced the cold of the Arctic though and lived, compare that to this weather, this was nothing. She stood and was ready to keep moving when she heard the sound of an approaching vehicle, she turned to see a jet black saburban driving towards her, could it be who she thought it was?

"Blackwolf?!" she asked, surprised to see his shape appear, but it didn't slow down, "What's he doing?" she asked mentally. The truth she sought was revealed when a familiar stealth helicopter flew above the saburban, they both transformed, standing in front of her." she gritted her denta and drew her wrist-blades.

"Ah how wonderful to see you Arcee, tell me, is it awkward to know you'll have to fight one of your comrades?" she asked, looking smug next to who appeared to be Blackwolf, but he was different, his optics and Autobot insignia were glowing dull orange, and his gray wolf emblem on his right shoulder was gone...this was not Blackwolf.

"Silas, I know you're controlling that empty pile of tin!" she shot a deadly glare at the false Blackwolf and Airachnid.

"Tssk, oh well, the illusion was fun while it lasted." Airachnid said as she changed to her spider limbs, Nemesis Wolf drew it's fists up, Arcee was outmatched, she couldn't fight Silas alone, especially not if Airachnid's there as well.

"I'm gonna have fun stripping you for parts." the voice of Silas came from Nemesis Wolf, it's battle mask sliding into place, connecting together. Arcee only wanted to see what would happen if she provoked him.

"All you are is parts." she grinned, making fun of his robot. He lunged at her, they were locked in combat, both blocking, deflecting, striking, in strive with each other, she saw Airachnid shoot webs at her, she ducked below them and delivered a roundhouse kick to Nemesis Wolf's faceplate. Almost right after she turned to the spider, Airachnid threw her flat on the ground with one of her spider limbs, Silas took his chance and walked to Arcee and grabbed her by the neck. He effortlessly lifted her feet off the ground, he then activated his own plasma cannon, aiming it at her helm.

"Goodnight, Arcee." he whispered, priming the cannon, they were interrupted when they heard a car horn, they all turned to see another saburban approaching, it's brights on, driving straight towards them. Blackwolf transformed and ran full speed, ramming into Nemesis Wolf, grabbing it's chest and shoulder with all his might and slammed the lifeless robot into the concrete road, damaging one of the optics making Silas lose some of his eyesight.

He then charged at Airachnid, who was still stunned to see him there. She then began striking at him with her spider limbs, he quickly dodged them, until she made one wrong move, he grabbed two of her spider limbs, denting them as he held strong, and span until he released her, sending her far back, "Hmph, outta sight, outta mind" he laughed mentally, he saw Arcee stand up from where Silas had dropped her.

"Cee! Thank Primus!" he yelled happily as he ran to her, she looked over to him and was so happy to see him, but her smile disappeared when she saw Nemesis stand up and rip up a street-light and leap at Blackwolf.

She panicked, "BEHIND YOU!", he turned too late, Silas slammed it across his helm and sent him on his back. Blackwolf quickly picked himself up and drew his swords, Silas copied by unsheathing his swords, they both stood in a different battle stance. Blackwolf had one out in front of him turned sideways and one behind his helm, pointing forward, Silas however stood there, both his blades held low to his legs.

"It's nice to get to see the original." Silas commented, sounding sure of himsel. Blackwolf however challenged his pride.

"Ya know, I'd say I like it, but I hate cheap knock offs." he grinned, Silas lunged at him, he brought his blades up and blocked his opponent's attack, he thrust forward with his sword only for Silas to dodge him and slice at him, he parried the blow and threw his blade across his chest, leaving a huge energon leaking gash in the metal. Silas only laughed at his attempt to hurt him.

"You forget that my robot has no spark, it feels no pain, it never tires out, and it cannot die, unlike you!" he yelled maniacally, Blackwolf readied himself again but knew they were in trouble.

 **(MECH's secret base, Nevada)**

Jack walked onto the roof, he realized he was right above them, he pulled out a tool Ratchet gave him, it was a high power blowtorch connected to a long metal rod, which was connected to some rotating device that had a small spike on the bottom to hold it in place. He placed it down, made sure it was secure, and activated it. He watched as it quickly span, making a hole big enough for him to fit through. Once it finished he folded it up and reattached it to his tool belt. He kicked the cut metal down, wincing at the sudden bang.

He climbed down and saw no guards, he then released his grip and fell down activating his thrusters, landing safely on the ground. He equipped his plasma rifle and slowly walked down the hall, he was confused, where were all the guards? He turned right and instantly fell back, hoping none of the several platoons of soldiers saw him. Luckily nothing happened, he peered around the corner, turning back around, he pulled out a flash and an EMP grenade, he threw the flash first with the EMP in tow.

The soldiers were all blinded by the flash, their comm devices, disabled due to the EMP grenade, he turned around the corner and started firing at each of them with a stun round. One by one they fell, shocked, as if being hit by a taser three times in a row, some finally pulled their eyesight together right before he knocked them down, he finally looked back and they were all on the ground, disabled for an hour.

He quickly jogged through the dark halls of machinery, until he finally reached the end, a two large metal double doors. He barely opened it to peek inside, there he saw Silas working at some terminal. "Those have to be the controls for Nemesis wolf!" he thought to himself.

Suddenly he was being fired at by several soldiers, he barely poked his head before dodging the incoming bullets, he couldn't fire back or else he'd be gunned down, he couldn't stop Silas.

 **(Back to the battle)**

The battle raged on, Blackwolf and Silas were locked in combat, both keeping their defense up, Arcee and Airachnid were at each other's necks, both equally matched.

Blackwolf couldn't keep fighting forever, he was becoming exhausted, but Nemesis Prime kept fighting, never losing evergy. He sighed as he weakly held his swords, preparing to hold his defense, "Your growing tired Blackwolf, just lie down and I'll end your misery!" Silas yelled through his built in microphone. He brought his swords down upon Blackwolf with all the force he could muster, Blackwolf raised his swords in an X shape to block, but once the swords made contact, Blackwolf's swords broke! He gasped in both shock and sadness before Silas's swords came down, cutting down his chest, he was given those swords from Drift as a token of their friendship and there they laid, shattered in twos'.

Silas laughed maniacally, seeing his opponents weapons useless, he now stood over Blackwolf, ready to finish it, Blackwolf jumped up as fast as he could, activating his knuckle claws, slashing at Silas, but Silas could still tell he was tired, he blocked Blackwolf's next blow and drove his free sword forward. Blackwolf then felt a deep pain in his lower torso, he looked to see Silas's sword buried down to the hilt in his chest, his own energon spilt down the blade, making him feel lightheaded, he fell to his knees, too weak to fight. Arcee who was locked in combat with Airachnid saw her sparkmate fall to his knees and gasped, she tried to break the spider's hold, but as soon as she did, she was webbed to the ground, Airachnid held her helm up, forcing her to watch her sparkmate suffer.

Blackwolf, still on his knees, fell unconscious, his mind flashed and time itself seemed to stand still, he was standing in a battlefield, he looked closer and noticed that he was at the base, but it was destroyed, falling apart. He looked around and saw that he was surrounded by dead Cybertronians, he looked closer through the smoke to see who the dead were...it was his family! He saw Optimus and rushed to the Prime's side, Optimus had a gaping hole through his chest and was damaged in several areas. Optimus's optics lit up with life and looked at Blackwolf, he smiled at first before seeing Optimus's reaction turn to disappointment, "You failed us Blackwolf..." he was shocked, "You failed to protect us and protect your own sparkmate." Optimus's optics dimmed back to gray voids as he finished. He laid the Prime's corpse down and looked for his beloved. He finally found her under the rubble but his jaw fell and his optics lit up with sadness at seeing Arcee's condition, her body cold, lifeless, her once gorgeous blue and pink ringed optics that always melted his spark, were now hollow gray voids of nothing...he felt as if he was going to weep, but as he stood up, her body crumbled into dust, shocking him, he fell to his knees again and looked where she once laid, and released his sadness and tears, until he felt the presence of other beings, he was being watched. He stood up and turned to see the original primes standing before him, and in front of them stood none other than Alpha Trion. "We've watched you for a long time, Blackwolf." the old being spoke, his voice rang through Blackwolf's being.

"We do not have much time, know that if you die here, what you see around you will be the outcome of your death." he said calmly, Blackwolf thought he had failed, he was dying now in reality.

"We've watched you stand against the forces of darkness, how you stood bravely against the Decepticons, and now that your death would mean the destruction of the Autobots, we can grant you a blessing, but only this once, whatever you choose, it can never be reversed. You can return to the war and save your "family", or you can live peacefully in the well of the Allspark forever with the rest of your Autobot brethren, and those soon to follow." the ancient being explained.

"What is this blessing? I don't know what I'm accepting!" he said, wanting answers.

"We will grant you the name and power of a Prime." his optics felt as if they were going to fall from their sockets.

"And if I accept this, I save my family and my sparkmate?" he asked, now calm.

"Yes, but time is limited, you must make your choice now." Alpha Trion informed him.

He thought for a moment before raising his helm, "I accept your blessing." he finished.

He felt as if he was being lifted into the air, his body was changing, he felt a great energy combine with his spark. "Then rise Blackwolf, as Wolf Prime, guardian of your family, now return and fight in the name of the Autobots!" he chanted, all the primes raised their arms and hands high, light emitting from their sparks. He was just happy that he could return and live to see his sparkmate.

 **(Back to reality)**

A bright light came from Blackwolf as Silas was about to deliver the killing blow, the light seemed to push him on his back, and knocked Airachnid off of Arcee and burning away the webs entangling her, she was able to stand and see something she never thought she'd ever get to experience. Blackwolf's body was morphing, his arms, torso, and legs became more shaped, less bulky, he still kept the same build, he just now looked much more perfected and compact. The shards of his sword came together inside the sheathes, rebuilding themselves. But now a metal rod formed on his back, a new weapon.

"By Primus..." she stared in aw at the sight. The light had finally died down, she saw his new form, he stood tall, the sword that was once buried deep through his chest was gone, his arms and legs were more rounded than before, his torso was less block like, it now had better fitting for him than his old very bulky torso, she admired at how his body had gone from the similar build of Optimus's 2.0 body after the forge of Solus Prime was used to restore him, to Optimus's old body, it seemed to look similar, though most of the designs on his armor were different.

Silas looked up and gasped in shock, Airachnid looked and felt as if her jaw had fallen off, he then looked at his upgrade, he smirked and looked to Silas using the copy of his old body.

"Well that's just Prime!" he growled.

Reaching back, he grabbed and activated the large rod like weapon, it started extending on the bottom and top, it was mostly black in color, but the lines of energon running through it glowed yellow, the top had two curved blades with a split down the middle leading down to what looked to be some kind of cannon, the piece holding the blades and cannon came down in rectangular edges down to the rod, the handle area felt slightly cushioned, and the bottom had a small part for resting it on.

"How is this possible?!" Silas panicked, drawing his only sword, he leaped at Blackwolf who simply sidestepped out of his way, he turned and brought his sword down to slash across Blackwolf's chest but the blade was caught between the two blades of his long-spear, Blackwolf simply twisted it using little effort, snapping the entire blade off the hilt. He kicked Silas and looked over at Airachnid who was attempting to sneak up on Arcee, he aimed his spear in her direction and out fired a large beam of energy, it didn't just burn Airachnid, it was beginning to melt through her thin armor. Gasping, she quickly rolled to cover.

With her out of the way, he turned his attention to Silas who was still getting up. He raised his spear and brought it down, a second later Silas's right arm slid clean off, he then drove it through Nemesis Wolf's chest, "As I said Silas...I hate cheap knockoffs!" he said as he brought the spear and ripped through the torso, until the head sliced in two. Airachnid was out of ideas, she knew her only hope was to grab Silas and GO. She quickly changed to her helicopter form and flew off towards MECH'S base.

Blackwolf smirked as his back began shifting, two thrusters formed, they activated and launched him into the air, and he flew in the same direction as the spider, following her.

 **(MECH's base)**

Silas frantically ran for the door, not noticing his entire security forces now lay on the ground and immobilized from electrical shocks, but stopped when a man clad in a white and red suit stepped in his way. "You just stay right there mister!" he aimed the rifle, Silas raised his hands, before grabbing the gun's barrel and pushed it in the armor clad man's chest before he threw a punch at the unknown man. The man fell to the ground but quickly regained himself and stood up in a defensive stance. He pressed a button and the mask retracted to reveal Jack Darby.

"Surprised Silas?" he asked the dumbfounded man before throwing a punch back, Silas refocused and began swinging at the other man, however, unlike before, this particular man was dodging his advanced fighting skills easily and countering them better.

"What training is that? Special forces?" he grinned, thinking he'd distract the much younger man, but failed when he unexpectedly received a punch to the face, knocking him back.

"Army Rangers, I had a good teacher, oh and Fowler says hi!" he grinned as he uppercut Silas once he got up. Jack was about to handcuff him before the roof came down with a certain spider-femme, she surprisingly didn't reach for Jack, but Silas, she came down and put Silas safely in her cockpit and turned into her drilling mode and dug into the ground, he tried to track her but unfortunately she didn't have a tracking beacon. He heard thrusters and saw a tall mech fly in, it was Blackwolf! But he was different, he ran over to his human friend once he spotted him.

"Jack? Why, you brave human, why are you here?" the new Prime asked.

"Originally I came to save you guys, but it doesn't look like you needed it, he shrugged, both grinning.

"C'mon, let's get Arcee and get outta here, we've got A LOT of scrap to fix up at base." he offered the human his large palm, Jack stepped in it as Blackwolf held him securely. Below them was Arcee, smirking at the two.

Blackwolf landed slowly of his pedes, lowering his hand to let Jack get off. Arcee looked at her partner, but then to her sparkmate, who looked slightly taller that before. "So...this is the new you?" she asked, wondering if he'd changed for the worse to their relationship. But her doubts floated away when he reached and gently grasped her chin, she shuddered at his touch, it felt good.

She fell completely silent as he leaned in and pressed his lips to hers, her optics closed along with his, seconds later they separated, looking to Jack who purposely looked away, respecting their privacy. The moment was broken when a groundbridge appeared, Jack had apparently signaled base, giving the all clear. He walked through first, Arcee next, but Blackwolf stopped before checking something, he felt for the case with the crystal. When he felt the small container in his grasp he sighed in relief, glad it didn't melt away during his transformation.

He then looked back to the welcoming green vortex, he finally walked towards it, to him, this portal meant home.


	5. Chapter 5

**(Three days later, Omega Three, Nevada)**

The family of Autobots were glad to have Blackwolf back and well. But they were shocked to see his transformation, from the bulky soldier, to a Prime. Everyone, especially Arcee were fascinated by his vision of seeing Alpha Trion and the original Primes.

But now they were preparing for the next day, Christmas. However Raf wouldn't be getting there until the evening for he wanted to spend time with his family on Christmas too, Miko however didn't have to live with her foster parents anymore, she had her own apartment, receiving money from her parents in Japan so they mailed her their presents, so she planned to spend the night at base, same for Jack, June however planned to come back in the morning to spend the day there, even Fowler was hanging around until midnight and would be back tomorrow.

The bots and humans all celebrated, they were talking, playing games, or playing lob ball in the hallways. Optimus and Ratchet were simply chatting with June and Fowler. Blackwolf however was in his quarters, working on Arcee's present.

He aimed the laser cutter along the sides, cutting perfect edges, he was almost finished with his gift to her, she deserved more but this was all he could do, she was at his side, loyal til the end. She never doubted him once, even when things looked dim, she always had hope in him. "HAHA! Finished!" he said excitedly, he then started drilling a small hole in the top of the carved shape, once he was done, he found the chain he made for her gift and screwed the holding piece into the hole he had drilled. It was complete, he then grabbed the box he found to put it in.

He then walked quietly leaned out and signaled to June. She looked confused but excused herself from Optimus, Ratchet, and Fowler. When she reached his room he opened the door to let her in. She was shocked to see the fairly long box he had.

"What's this?" she asked him, still wondering what was in the box.

"It's my gift to Arcee." he said cautiously, awaiting her imminent reaction.

"Awwww, that's a very sweet thing for you to do Blackwolf! I bet she'll love it, but why am I here?" she asked the tall mech.

"My servos are too large to grab the wrapping paper rolls, I can't wrap it and I need help." he explained, she was shocked he wanted HER help, but the fact he wanted to wrap it made it even more adorable in her opinion.

"Alright, I'll do it, just make sure nobody comes in." she smiled, walking over and getting started. He stood at the door, listening to anyone who came close, but luckily no one came to their door.

The silence was broken when he heard her say in a happy tone, "I'm finished." he turned around and was shocked. The once plain cardboard box was now neatly wrapped in solid green wrapping paper and tied around it was a red bow.

"It's perfect! I could never thank you enough, June Darby!" he thanked her, she just smiled warmly at him and patted his large pede.

"It was nothing, you've all saved our planet countless times, it's the least I could do." she finished, walking out the door, back over to talk to Fowler. He however slid the gift under his and Arcee's berth.

"I hope you love it Cee!" he thought to himself. He walked back in the common area to see Grimlock throw the huge lob ball towards Bulkhead, Bulkhead grabbed it but went flying back into a mechanical arm laser cutter.

"Bulkhead, I NEEDED THAT!" Ratchet's voice stormed, everyone laughed at his attitude. He only huffed and slumped back over, walking to Optimus, who for once in who knows how long was actually chuckling! Blackwolf was happy that his leader was having a good time, unlike Ratchet recently.

He saw Arcee talking to Jack and Smokescreen. The mech and femme as usual competed with each other. "You may be a fancy sports car, but I guarantee I could drive circles around your aft!" Arcee said smugly, but Smokescreen wasn't done.

"I thought two wheels only went faster than common cars." he grinned, she raised her fist about to punch his lights out, Jack did the smart thing and hid behind the couch, but before a brawl could begin, a servo grasped her raised arm, she looked in confusion to see Blackwolf stepping between the two.

"I've already knocked the optics out of Smokescreen twice now, he doesn't need it done to him again!" he laughed as she did, the rookie just sighed in defeat, he then got signaled over by Bumblebee and Raf.

Jack had now walked over to join his mother and Fowler, Blackwolf took his chance to give Arcee her gift. "Arcee...can I see you in our quarters?" he asked her, she looked slightly confused but replaced her expression with a loving smile.

"Sure." she answered plainly. He took her servo into his much larger one and led them to their room. He opened the door and let her enter before closing the door, he also locked it so they had privacy.

"So what'd you need to see me about?" she asked him, he knelt down next to her below the berth, seeming like he was trying to grab something.

"I wanna give you something, I made it as a gift for Christmas from me to you." he answered. She mouthed an "aww" before he grabbed a small box, well small in his servos. He handed it to her, she placed it on her lap, she didn't understand the paper wrapping it, but she eventually found an opening in it and slowly tore it off. When she reached the box, she seemed worried, somewhat nervous, she'd never been given a gift from anyone.

When she opened it, her optics flew open and her jaw fell down. Inside the box was a blue crystal, she examined it further and noticed that it was a raw energon crystal, but it was shaped like a diamond styled heart. She removed it from the box and held it in her grasp. She didn't know what it was, but it was beautiful to her optics. "Blackwolf, what is it?" she asked quietly, he gently, as if asking, removed it from her grasp went behind her and brought it around her neck, the blue crystal hanging down right above her chest. She held it in her hand and felt so happy, so lucky to have Blackwolf.

"Where did you get this?" she asked quietly, gesturing to the crystal, he sighed and told her about his trip to the energon mine, how Smokescreen was attacked during his search, he kept it a secret, even if he was blamed for the crime.

"I wasn't guilty, I didn't have to explain my private actions to them." he looked back at the crystal, and then to her gorgeous optics, letting them melt his spark.

"You kept it a secret, even though you got locked in a cell, you still did it, for me?" she asked him, her optics showing curiosity, sadness, and worry. He smiled at her nervousness, he held her shoulders and looked into her Blue and pink ringed optics with his vibrant, golden yellow optics. He was giving her an expression saying "Yes I did" all over it. She felt herself on the verge of tears, yet she was too happy to be sad, he would do such a thing as he did three days ago, to make sure she was safe.

"Arcee, wha-what's wrong?" he asked noticing an energon tear roll down her cheek, he held her cheek gently in his grasp and looked concerned for her, but she was smiling, they were tears of joy. She quickly wrapped her arms around him in a tight hug, he looked slightly confused before he melted into the embrace, she sighed happily as she nuzzled her helm against his chest. After almost several minutes of warm embracing they finally separated, she calmed down, wiping the tears away. She then smirked devilishly and stood up, walking to the door and made sure it was locked.

"And now, I have my own gift for you." she purred once she turned back to him, looking at him seductively, she walked towards him, hips swaying, he grabbed her by the curve of her back and pulled her against him. She seemed to grab something and hold it above the two of them. He looked at it and saw her holding a small plant, he looked closer and began to recognize the plant.

"Isn't that a mistletoe?" he asked curiously, but his answer was answered when she suddenly pressed her lips to his, her arms wrapping around his neck, he then in shock fell back on the berth, holding her on top of him. He nearly devoured her mouth with his, she pressed back just as strong, they were so lost in the moment that he didn't realize he was rubbing her soft curves almost the same way as when they bonded together, they felt their sparks heat up, driving them to deepen their embrace, reminding them of their bond.

It was going to be one GREAT and long night for the happy couple.

* * *

 **So guys how was that? Good? Bad? please review and tell me what was good, what could have been done to improve, etc. Just tell me so next time will be even better, I'm not gonna get far in the fanfiction community without you guys, I'm not saying you have to, but it's really appreciated if you review my stories, and I'm trying to give a good story series to all Transformer lovers, Arcee fans, or others. I know I'm not great, I may not me good, but I think I'm okay at making stories idk, I just hope some of you like my stories enough to keep reading. Stay tuned, and see you guys next time!**


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